Ex-con Johnny Clay has a plan, a $2 million plan to knock-off a race track. The plan is perfect; Johnny and his crew go in, they get out with the money, and no one gets hurt. Nothing can go wrong, Johnny has covered all the angles, all but one, a double-crossing, money-hungry dame named Sherry Peatty. Sherry has her OWN plan, and is gonna get what SHE wants, no matter the cost!!!